IREN Ltd. Reports Material Agreement and Equity Sales

TL;DR

IREN Ltd. signed a big deal, sold some stock, and has other news out. Check the 8-K.

AI Summary

On December 2, 2025, IREN Ltd. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. This filing was made on December 8, 2025.

Why It Matters

This filing indicates potential new financial commitments and equity transactions for IREN Ltd., which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• IREN Ltd. (company) — Registrant
• December 2, 2025 (date) — Date of earliest event reported
• December 8, 2025 (date) — Filing date
• Iris Energy Ltd (company) — Former company name
• Iris Energy Pty Ltd (company) — Former company name

FAQ

Key Financial Figures

• $1.15 billion — ) , IREN Limited (the "Company") issued $1.15 billion aggregate principal amount of its 0.25%
• $150 million — s are first issued, up to an additional $150 million aggregate principal amount of the 2032
• $2,270.0 million — rom the Notes Offering is approximately $2,270.0 million after deducting the initial purchasers'
• $201.0 million — ted offering expenses. The Company used $201.0 million of the net proceeds to fund the cost of
• $227.7 million — below), (i) to repurchase approximately $227.7 million principal amount of the Company's Exist
• $608.2 million — Notes (defined below) for approximately $608.2 million; (ii) to repurchase approximately $316.
• $316.6 million — llion; (ii) to repurchase approximately $316.6 million principal amount of the Company's Exist
• $1,024.2 million — Notes (defined below) for approximately $1,024.2 million; and (iii) remaining proceeds of $2,068
• $2,068.0 million — illion; and (iii) remaining proceeds of $2,068.0 million for general corporate purposes and work
• $1,000 — 32 Notes is 19.4553 ordinary shares per $1,000 principal amount of 2032 Notes, which r
• $51.40 — itial conversion price of approximately $51.40 per ordinary share. The initial convers
• $100.0 million — outstanding 2032 Notes unless at least $100.0 million aggregate principal amount of 2032 Note
• $100,000,000 — btedness for borrowed money of at least $100,000,000 (subject to the limitations set forth i
• $82.24 — relating to the 2032 Notes is initially $82.24 per share, which represents a premium o
• $41.12 — ed sale price of the ordinary shares of $41.12 per share on December 2, 2025, and is s

Filing Documents

• ef20060782_8k.htm (8-K) — 61KB
• ef20060782_ex1-1.htm (EX-1.1) — 323KB
• ef20060782_ex4-1.htm (EX-4.1) — 936KB
• ef20060782_ex4-3.htm (EX-4.3) — 1062KB
• ef20060782_ex5-1.htm (EX-5.1) — 57KB
• ef20060782_ex10-1.htm (EX-10.1) — 326KB
• ef20060782_ex99-1.htm (EX-99.1) — 32KB
• image00001.jpg (GRAPHIC) — 2KB
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• image00014.jpg (GRAPHIC) — 2KB
• image00016.jpg (GRAPHIC) — 5KB
• 0001140361-25-044888.txt ( ) — 3415KB
• iren-20251202.xsd (EX-101.SCH) — 4KB
• iren-20251202_lab.xml (EX-101.LAB) — 21KB
• iren-20251202_pre.xml (EX-101.PRE) — 16KB
• ef20060782_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement Indentures and Notes On December 8, 2025 (the "Closing Date") , IREN Limited (the "Company") issued $1.15 billion aggregate principal amount of its 0.25% convertible senior notes due 2032 (the "2032 Notes") and $1.15 billion aggregate principal amount of its 1.00% convertible senior notes due 2033 (the "2033 Notes" and, together with the 2032 Notes, the "Notes," and the offering of such Notes, the "Notes Offering"). The 2032 Notes were issued pursuant to, and are governed by, an indenture (the "2032 Indenture"), dated as of the Closing Date , between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The 2033 Notes were issued pursuant to, and are governed by, an indenture (the "2033 Indenture" and, together with the 2032 Indenture, the "Indentures"), dated as of the Closing Date , between the Company and the Trustee. Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $150 million aggregate principal amount of the 2032 Notes and up to an additional $150 million aggregate principal amount of the 2033 Notes. The 2032 Notes issued on December 8, 2025 include $150 million principal amount of 2032 Notes issued pursuant to the full exercise by the initial purchasers of such option. The 2033 Notes issued on December 8, 2025 include $150 million principal amount of 2033 Notes issued pursuant to the full exercise by the initial purchasers of such option. The net proceeds from the Notes Offering is approximately $2,270.0 million after deducting the initial purchasers' discounts and commissions and the Company's estimated offering expenses. The Company used $201.0 million of the net proceeds to fund the cost of enterin

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 above under the Indentures and Notes heading is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any ordinary shares that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 27,966,850 ordinary shares may be issued upon conversion of the 2032 Notes, based on the initial maximum conversion rate of 24.3190 ordinary shares per $1,000 principal amount of 2032 Notes, which is subject to customary anti-dilution adjustment provisions, and a maximum of 27,966,850 ordinary shares may be issued upon conversion of the 2033 Notes, based on the initial maximum conversion rate of 24.3190 ordinary shares per $1,000 principal amount of 2033 Notes, which is subject to customary anti-dilution adjustment provisions.

01

Item 8.01 Other Events Equity Offering On December 2, 2025, the Company entered into certain share purchase agreements, by and between the Company and certain purchasers (the "Purchasers" and, such agreements, the "Purchase Agreements"), pursuant to which the Company agreed to sell 39,699,102 ordinary shares in a registered direct offering at a price of $41.12 per share (the "Equity Offering"). The issuance and sale of 39,699,102 ordinary shares was completed on December 8, 2025. The sale of ordinary shares was made pursuant to the Company's registration statement on Form S-3 (File No. 333-284369) (the "Registration Statement"), as supplemented by a preliminary prospectus supplement, dated December 1, 2025, and a final prospectus supplement, dated December 2, 2025, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. In connection with the Equity Offering, the legal opinion as to the legality of the ordinary shares sold in the Equity Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference. Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as placement agents (the "Placement Agents") in connection with the Equity Offering pursuant to that certain placement agency agreement (the "Placement Agency Agreement"), dated as of December 2, 2025, by and among the Company and the Placement Agents. The Placement Agency Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The foregoing summary of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, which is attached as Exhibit 1.1 to this Current Report and incorporated herein by reference. In addition, on December 2, 2025, the Company entered into certain

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies and trends we expect to affect our business. These statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast," and other similar expressions. These forward-looking statements are contained throughout this Current Report on Form 8-K. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Current Report on Form 8-K, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations, and could cause actual results to differ materially from those expressed in the forward-looking statements and projections.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits No. Description 1.1= Placement Agency Agreement, dated December 2, 2025, by and among IREN Limited, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. 4.1 = 2032 Indenture, dated as of December 8, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificates representing the 0.25% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1). 4.3 = 2033 Indenture, dated as of December 8, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee. 4.4 Form of certificates representing the 1.00% Convertible Senior Notes due 2033 (included as Exhibit A to Exhibit 4.3). 5.1 Opinion of Allens, Australian counsel of IREN Limited. 10.1 = Form of Capped Call Transactions Confirmation. 99.1 Press release of IREN Limited announcing the closing of the Notes Offering and the Equity Offering, dated December 8, 2025. 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL. = Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K because disclosure would constitute a clearly unwarranted invasion of personal privacy. Redacted information is indicated by [***].

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IREN Limited Date: December 8, 2025 By: /s/ William Roberts William Roberts Co-Chief Executive Officer and Director

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